DFS Proxy Statement

Proposals 1 and 2 LOIS M. MARTIN Age: 54 Current Directorships: Stratacor/Delta Dental of MN; Augustana University Former Directorships: ADC Telecommunications Inc.; Meritas International; MTS Systems Corporation Director Since: 2016 Qualifications: Ms. Martin’s experience as a chief financial officer at numerous companies provides financial expertise. She is an audit committee financial expert based on her experience as a chief financial officer at public companies and audit committee chair on public company boards. Served as Senior Vice President and Chief Financial Officer of Mortenson Companies, a leading global design, development, construction and operations company spanning commercial, renewal energy, infrastructure and civil sectors since February 2017. Prior to this, she was Executive Vice President and Chief Financial Officer Ceridian Corporation, a private human resource software development company, since 2012, and Senior Vice President and Chief Financial Officer of Capella Education Company from 2004 to 2011 and Deluxe Corporation from 1993 to 2001. In the event that an incumbent director is not reelected, the Company’s Principles of Corporate Governance require that director to promptly tender his or her resignation. The Board will accept this resignation unless it determines that the best interests of the Company and its stockholders would not be best served by doing so. If any nominee does not stand for election, proxies voting for that nominee may be voted for a substitute nominee selected by the Board. The Board may also choose to reduce the number of directors to be elected at the meeting. In 2016 following the Spin, the Board met three times. Each director of the Company during 2016 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period he or she served as a director. 2. Advisory Vote to Approve Executive Compensation The Board of Directors recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in this proxy statement. As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is presenting a proposal that gives stockholders the opportunity to cast an advisory (non-binding) vote on our executive compensation for named executive officers (the “NEOs”) by voting for or against it. The advisory vote on executive compensation described in this proposal is commonly referred to as a Say-on-Pay vote. As disclosed in the Compensation Discussion and Analysis section of this proxy statement (the “CD&A”), other than as described, the Compensation Committee determined to continue the executive compensation program for the post-Spin period of 2016 with the same elements as RRD’s executive compensation program and will establish objectives, principles and/or elements for our compensation program for 2017 and forward as needed. Changes to the RRD compensation program included increases in base salary and/or target bonus amounts for certain of the NEOs, implementation of a Stub Period Incentive Plan and long-term incentive awards to the NEO, each as described in the CD&A. The information presented in the compensation tables beginning on page XX of this proxy statement relates to the 2016 fiscal year, which ended on December 31, 2016 and the CD&A focuses in the early sections on RRD’s compensation programs and decisions prior to the Spin (when the Company was part of RRD) and then in the later sections, on the Company’s compensation decisions following the Spin. The pre-Spin compensation information may not in all cases be directly relevant to the compensation that these executive officers will receive post-Spin. 2